Common use of Distribution of Assets on Dissolution Clause in Contracts

Distribution of Assets on Dissolution. Upon the winding up of the Company, the Board shall take full account of the assets and liabilities of the Company, may sell or otherwise dispose of any assets of the Company as it shall deem necessary or appropriate in the Board’s sole discretion and shall pay the debts and liabilities and distribute the net assets as follows: (a) First, to the payment of the debts and liabilities of the Company to creditors in satisfaction of such debts and liabilities, and to the payment of necessary expenses of liquidation; (b) Second, to the setting up of any reserves which the Members may deem necessary or appropriate for any anticipated obligations or contingencies of the Company arising out of or in connection with the operation or business of the Company, including, without limitation, reserves to fund potential securitization-related liabilities of the Company and the Subsidiaries following the Run-Off Commencement Date. Such reserves may be paid over by the Board to an escrow agent or trustee selected by the Board to be disbursed by such escrow agent or trustee in payment of any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such period as the Board shall deem advisable, shall be distributed by such escrow agent or trustee in the manner hereinafter provided; and (c) Then, to the Members in accordance with Section 10.6(a) (as if such assets or cash were Net Cash Flow in accordance therewith). Such Distributions may be in kind only with the consent of the Members.